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Notes to Accounts of Orient Green Power Company Ltd.

Mar 31, 2017

1 All the above assets are owned by the Company. Refer Note 5.2

2 The Kolhapur plant in Maharashtra, is operated by the Company based on an arrangement with the party. As per the terms of the arrangement, the Company had constructed the plant on the land provided on lease by the party for which the Company is liable to pay nominal rental of Rs. 1 per month and the Company will own and operate the plant for a period of 13 years after which the plant will be transferred to the party.

Details of such assets pertaining to the Kolhapur Plant are given below. Also Refer Note 39.3.

3 Disposals/ transfers includes assets relating to Pollachi plant transferred to GGPPL. Refer Note 39.2

4 Based on the assessment of the carrying value of the assets, an amount of Rs. 3,439.77 lakhs was recorded as provision towards impairment of assets and has been included as part of the exceptional items. (pertains to discontinuing operations).

5 The deemed cost of the property plant and equipment and intangible assets as at 1 April 2015 represents carrying value of all of its property, plant and equipment recognized as of 1 April, 2015 (transition date) measured as per the previous GAAP. The carrying value as at 1 April, 2015 amounting to Rs. 24,367.37 lakhs and Rs. 5.04 lakhs respectively of property, plant and equipment and intangible assets represents gross cost of Rs. 27,61 1.02 lakhs and Rs. 53.10 lakhs, net of accummulated depreciation of Rs. 3,243.65 lakhs and Rs. 48.06 lakhs as at 31 March 2015 of property, plant and equipment and intangible assets respectively.

# Includes 35,674,285 shares gifted by Orient Green Power Pte. Singapore.

% Covered by a non disposal undertaking given to banks.

$ Shares have been pledged with a lender, for loans obtained by the subsidiaries.

* 7,885,185 shares have been pledged with the lender for loans obtained by the subsidiary.

& These subsidiaries are wholly owned subsidiaries of the Company.

I Voluntary winding up proceedings have been initiated in respect of Orient Eco Energy Limited during the year ended 31 March, 201 5.

6 During the current year, the Company had made the following investments in the equity shares of subsidiaries

7 The amount of Rs. 5,501.05 lakhs ( As at 31 March, 2016 Rs.4,149.67 lakhs and As at April 01, 2015 Rs. 4,036.50 lakhs) shown as Investment in deemed equity in respect of subsidiaries towards fair value of interest free loan and loan at subsidized interest rates amounting to Rs. 17,459.88 lakhs (As at 31 March, 2016- Rs. 8,003.90 lakhs and as at April 01, 2015 - Rs. 9,393.95 lakhs).

8 During the year ended 31 March, 2016, the company had invested Rs. 12,199.99 Lakhs in Cumulative Redeemable Preference Shares issued by its subsidiary company Beta Wind Farm Private Limited (Beta). In accordance with Ind AS 109, "Financial Instruments" the said investments in Preference shares has been treated as a loan given by the parent and accordingly is carried at amortized cost. The difference between the amount invested and the net present value is accounted as deferred interest receivable (Refer Note 10). In view of accumlated losses of the subsidiary and considering the provisions of Companies Act, 2013 and the agreement the subsidiary has with its consortium bankers, no dividend has been declared by Beta so far and hence on a prudent basis no income has been accrued on this amount.

9 During the year ended 31 March, 2015, the Company had made investments amounting to Rs. 29.74 lakhs in Equity Shares of Gamma Green Power Private Limited and Rs.143.41 lakhs in the Equity Shares of Beta Wind Farm Private Limited. Further, the Company had also made investments amounting to Rs. 2,868.78 Lakh in the Preference Shares of Beta Wind Farm Private Limited.

10 During the year ended 31 March, 2016, 15,000,000 shares of Rs.10 each were allotted in favour of the Company pursuant to the slump sale of the pollachi plant to GGPPL - Refer Note 39.2.

11 Further to Note 6.5 above, subsequently, during the previous year, the Company has divested its stake to the extent of 26.11% held in Gayatri Green Power Private Limited in favour of the other investors under the Group Captive Generation Scheme at carrying value.

12 During the previous year ended 31 March 2016, an amount of Rs. 5 lakhs has been invested by the Company in the equity share capital of Biobijilee Green Power Limited (formerly known as SIHL Engineers Private Limited) (BGPL). Consequent to the same, BGPL has become a wholly owned subsidiary of the Company w.e.f June 10,2015. Also Refer Note 39.1

13 During the year ended 31 March 2016, the Company has been alloted Equity Shares of face value Rs. 100 amounting to Rs. 210.00 lakhs in Pallavi Power Mines Limited by way of adjusting advance paid earlier towards subscription of shares and also the other party. Consequently, PPML has ceased to be a subsidiary and has become an associate of the Company due to decrease in stake after allotment of shares from 51% to 38.87% and accordingly has been treated as a Associate as on balancesheet date.

14 During the year ended 31 March 2015, the Company had made investments amounting to Rs. 164.43 lakhs and Rs. 78.62 lakhs in Equity Shares of Shriram Non-Conventional Energy Private Limited and Shriram Powergen Private Limited respectively and sold shares of Shriram Non-Conventional Energy Private Limited and Shriram Powergen Private Limited amounting to Rs. 164.47 lakhs and Rs.78.63 lakhs respectively, as required under the Captive Generation Scheme.

15 Categorisation of Investments - as per Ind AS 109 Classification

Notes:

16. The amounts disclosed as Advance subscription towards equity shares represent amount paid towards investment in subsidiaries for which allotment of equity shares in favour of the Company has not yet been completed. The details of the same as at the year end are as follows:

17. The amount disclosed as Advance to Other Entities represent amounts paid to Statt Agra Ventures Private Limited and Statt Green Power Private Limited for the purposes of setting up Windmill projects in Srilanka.

18. The cost of inventories recognized as an expense during the year for continuing operations was Nil (For the year ended 31 March 2016 : Nil ) and for discontinuing operations was Rs.1,648.39 lakhs (For the year ended 31 March 2016: Rs. 2955.59 lakhs)

19. Mode of valuation of inventories has been stated in Note 3.3.

Notes:

20. The Investment/Borrowing Committee of the Board of Director of the Company, at their meeting held on 17 November, 2015 has approved the sale of the Company''s stake in Sanjog Sugars and Eco Power Private Limited. The Company has entered into a Memorandum of Understanding dated November 17, 2015 and Shareholder Agreement to Sell dated June 30, 2016 ("Agreements") whith Soorya Eco Power Pvt. Ltd ("buyer") with respect to 84% shares he;d by the Company in Sanjog Sugars and Eco Power Private Limited ("SSEPPL"). Consequent to these Agreements, the investments have been classified as current. The cost on investments as at 31 March 2017, 2016 and 2015 was Rs. 1,368.28 Lakhs which has been fully provided for considering the accumulative losses of the subsidiary and the sale consideration receivable based on the above referred MOU and accordingly being stated at NIL value.

21. During the previous year ended 31 March 2016, the Company has paid an amount of Rs. 0.02 lakhs to acquire stake in Orient Green Power (Maharashtra) Private Limited. Pursuant to the same, Orient Green Power (Maharashtra) Private Limited has become a wholly owned subsidiary of the Company. Also Refer Note 39.3.

Note 22: Trade Receivables

22.1 The average credit period on sale of power is 45 days.

22.2 Ageing of receivables

22.3 Major customers, being government undertakings and private companies having highest credit ratings, carry negligible credit risk. Concentration of credit risk to any private counter party did not exceed 5% of total debtors at any time during the year.

Note 23: Cash and Bank Balances

23.1 Earmarked account balances include account balances held as margin money accounts, share application money account and deposits accounts created as counter guarantees provided by bank.

23.2 The Ministry of Corporate Affairs vide its notification dated March 30, 2017 issued directions to disclose the details of Specified Bank Notes (SBN) held and transacted during the period from November 8, 2016 to December 30, 2016 as provided in the table below:

* For the purpose of this disclosure, the term ''Specified Bank Notes'' shall have the same meaning provided in the Notification of Government of India, in the Ministry of Finance, Department of Economic Affairs, S.O No 3407 (''E) dated November 8,2016.

Note 24: Other Financial Assets (Current)

25 As at 31 March 2016, REC Income Receivable is NIL on account of transfer of Pollachi Unit to GGPPL as part of slump sale executed during the previous financial year. Refer Note 39.2.

26 The company intends to dispose the lands acquired for development of Energy plantation. Considering the market value, impairment has been recognized in books in the year 2015-16, the Management expects no further provision is required in this regard. The Company is in negotiation with some potential buyers and the company expect that the fair value less costs of the land will be higher than the net carrying value. The Liabilities associated with the said land is identified and deducted from the realizable value.

Note 27: Equity Share Capital

Note:

27.1 Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the reporting period:

*During the year ended 31 March, 2016, pursuant to the approval of shareholders at the Extra Ordinary General Meeting held on 14 September, 2015, the Company has issued and alloted 171,721,426 Equity shares of Rs. 10 each at a price of Rs.14.56 per share (Inclusive of a premium of Rs. 4.56 per equity share) on preferential allotment basis to various parties. Such Preferential shares shall rank pari passu in all respects including, as to dividend, with existing fully paid up equity shares of face value of Rs. 10 each and shall also be subject to lock-in, in accordance with the provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations. Also Refer Note 36.

27.2 Terms and Rights attached to equity shares

(a) The Company has only one class of equity shares having a par value of Rs.10 each. Each shareholder of equity shares is entitled to one vote per share.

(b) In the event of liquidation, the equity shareholders will be entitled to receive the remaining assets of the company, after distribution of all preferential amounts, in proportion to shareholding. However, no such preferential amount exists as on the balance sheet date.

27.3 Details of shares held by each shareholder holding more than 5% shares:

27.4 Aggregate Number and Class of Shares allotted as Fully paid up Bonus shares for the Period of 5 Years Immediately Preceding the Balance Sheet Date - Nil.

28 The company has been generally regular in the repayment of dues and interest corresponding to the above loan. However there have been delays in meeting the debt service obligations during the current year. The loan accounts are presently classified as standard by the lenders.

29 For the current maturities of Long term debt, refer items (a) and (b) in "Other financial liabilities (current)" in Note 27.

30. In accordance with the accounting policy adopted by the Company, the Deferred tax asset mainly arising on unabsorbed business losses/depreciation has not been recognized in these financial statement in the absence of reasonable certainity supported by appropriate evidence regarding availability of future taxable income against which such deferred tax assets can be realized.

Note:

31. The Deferred Revenue is recognized from Capital Subsidy of Rs. 737.70 lakhs received from Ministry of New & Renewable Energy. The company while transferring its Pollachi Unit under a slumpsale agreement has transferred Rs. 88.50 lakhs received as subsidy towards the said unit.

32. As at 31 March, 2017, 31 March, 2016 and 01 April 2015 based on and to the extent of information available with the Company regarding the registration of suppliers as Micro and Small Enterprises under the Micro, Small and Medium Enterprises Development Act, 2006, there are no amounts outstanding in respect of these suppliers.

Note:

33. As at 31 March 2017, 31 March 2016 and 1 April 2015, there are no amounts due and payable to Investor Education and Protection Fund

34. Subsequent to the Balance Sheet date, out of the above outstanding of Rs. 549.53 lakhs, (As at 31 March 2016: Rs. 1,315.16 Lakhs), the Company has repaid an amount of Rs.433.60 lakhs (For the year ended 31 March 2016: Rs 133.00 Lakhs).

35. During the year ended 31 March 2015, the Company had obtained reschedulement for repayment of loans borrowed from State Bank of India and the disclosure of the above amounts as at 31 March 2017 and 31 March 2016 have been made duly considering the rescheduled terms.

36. Interest Accrued and due on Short-term Borrowings relates to the interest for the month of March 2017 due to be paid on 31 March, 2017, which was remitted by the Company subsequently in April 2017.

37. Tamil Nadu Tax on Consumption & Sale of Electricity Act 2003 requires the companies to pay Electricity tax at the specified rates in respect of all the third party sales made. Such levy under the Act was represented by the Indian Biomass Association to the concerned authorities for waiver and the Company had also filed a petition before the Honourable Supreme Court of India disputing the levy. Pending the decision, a liability of Rs. 414.36 Lakhs was carried as at 31 March, 2015 on grounds of prudence in respect of third party sales and included as part of statutory remittances payable. Pursuant to the slump sale of the Pollachi Plant to one of the subsidiaries of the Company (GGPPL) and the consequent transfer of the assets and liabilities relating to the plant during the year ended 31 March 2016, there are no amounts outstanding in this regard in the Company''s books. Also Refer Note 39.2.

The primary reporting of the Company has been made on the basis of Business Segments. The Company has a single business segment as defined in Indian Accounting Standard (Ind AS) 108 on Segment Reporting, namely Generation of Power through Renewable Sources. Accordingly, the amounts appearing in these financial statements relate to this primary business segment.

Information about major Customers

Included in revenue from discontinuing operation of Rs. 3161.91 lakhs ( 2015-16 Rs. 5,646.18 lakhs) are revenues which arose from sale to 3 Customers of the Company. No other single customer contributed towards more than 10% or more the Company''s revenue for 2016-17 and 2015-16.

Note:

(i) The Company has agreed to extend financial support to one of its subsidiaries namely Shriram Powergen Private Limited to the extent needed by the subsidiary.

Note 38: Disclosure required in terms of Clause 13.5A of Chapter XIII on Guidelines for preferential issues, SEBI (Disclosure and Investor Protection) Guidelines, 2000

The Company has received an amount of Rs. 25,002.65 Lakhs towards share application money and the allotment of equity shares was made in the month of September 2015 on completion of required formalities (Refer Note 18 and 19). As per the objects of the preferential allotment, the end use of the funds raised was towards meeting the capital expenditure for wind projects being implemented by subsidiaries, meeting working capital requirements, repayment of debt by the company and its subsidiaries and for other corporate purposes. The entire amount of Rs. 25,002.65 Lakhs has been utilized during the year.

Note 39: Employee benefits

(I) Defined Contribution Plan

(II) Defined Benefit Plans:

The Company operates a gratuity plan covering qualifying employees. The benefit payable is the greater of the amount calculated as per the Payment of Gratuity Act, 1972 or the Company scheme applicable to the employee.

These plans typically expose the Company to actuarial risks such as: investment risk, interest rate risk, longevity risk and salary risk.

Apart from gratuity, no other post-retirement benefits are provided to these employees.

In respect of the above plans, the most recent actuarial valuation of the plan assets and the present value of the defined benefit obligation were carried out as at 31 March 2017 by a member firm of the Institute of Actuaries of India. The present value of the defined benefit obligation, and the related current service cost and past service cost, were measured using the projected unit credit method.

(i) The current service cost and interest expense for the year are included in the "Employee Benefit Expenses" line item in the statement of profit & loss under contribution to provident and other funds.

(ii) The remeasurement of the net defined benefit liability is included in other comprehensive income.

* Based on India''s standard mortality table with modification to reflect the expected changes in mortality/others

(f) Significant actuarial assumptions for the determination of defined obligation are discount rate, expected salary increase rate and mortality. The sensitivity analysis below have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period while holding all other assumptions constant :

The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligations as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

Furthermore , in presenting the above sensitivity analysis the present value of defined benefit obligation has been calculated using the projected unit credit method at the end of the reporting period which is the same as that applied in calculating the defined benefit obligation liability recognized in the balance sheet.

There is no change in the methods and assumptions used in preparing the sensitivity analysis from the prior years.

40. Management''s assessment of restructuring and carrying value of investments/loans

(i) The Company and its subsidiaries have been facing certain financial difficulties and have not been able to meet their obligations to lenders in time (Refer Note 39.1 of the financial statements). The Management is in discussions with the lenders to restructure the loans and revamp its operations.

Further, as part of its efforts to turn around the operations, the Management is also undertaking a restructuring exercise, the details of which are more fully described in note 39 below

(ii) Some of the biomass plants of the subsidiaries of the Company were not in regular operations during the year and have been incurring continuous losses. The carrying value of the investments and loans in such subsidiaries where net worth is eroded aggregate to Rs.4,476.78 lakhs & Rs.13,017.84 lakhs, respectively (net of provisions) as at 31 March 2017. The Management, taking into account the aforesaid / proposed restructuring referred to in Note 39.1, the future business prospects and the strategic nature of the investments, believes that no further impairment to the investments and loans and advances to such subsidiaries is expected at this stage.

41 Discontinued Operations

41.1 The Board of Directors of the Company, at their meeting held on 13 June, 2015, has approved the Draft Composite Scheme of Arrangement and Amalgamation between Orient Green Power Company Limited and Bharath Wind Farm Limited (BWFL) and Biobijlee Green Power Limited (BGPL) and their respective shareholders (the Draft Scheme) as per which:

(a) BWFL, a wholly owned subsidiary of the Company, will get amalgamated with the Company effective 1 April, 2015 and

(b) the identified biomass undertaking of the Company (including the Unit/Subsidiaries referred to in Notes 39.2 and

42. below) will get demerged to BGPL, a subsidiary of the Company, effective 1 October, 2015, subject to the required approvals from the Honorable High Court of Judicature at Madras which are in the process of being obtained. Upon receipt of the approvals, BGPL will cease to be a subsidiary of the Company and will seek necessary approvals to list its shares at the recognized stock exchanges in India. The substance of this demerger arrangement is in the nature of application and reduction of Securities Premium Account as per the provisions of Section 52 of Companies Act, 2013 read with Sections 100 to 103 of the Companies Act, 1956. The draft scheme has been approved by the shareholders of the Company at the court convened meeting held on June 06, 2016. The Company is in the process of obtaining other regulatory approvals. The details of the identified biomass undertaking, which has been disclosed as discontinued operations in the standalone financial statements for the year ended 31 March 2017, are given below:

43. During the previous year, the Company has transferred the Biomass Power Generation Plant of the Company located at Pollachi, by way of a slump sale, on a going concern basis at book value with effect from 1 July, 2015, based on the Business Transfer agreement dated 26 June, 2015 entered into with Gayatri Green Power Private Limited (GGPPL). In accordance with the terms of the transfer, the Net assets transferred to the extent of Rs. 3,353.79 lakhs has been settled in the form of Investment by the Company in Equity shares of GGPPL to the extent of Rs. 1,500 lakhs and the balance amount of Rs.1,853.79 lakhs will be paid by GGPPL in accordance with the timelines agreed between the parties. The financial details relating to the Pollachi Plant which has been transferred and is included as part of the discontinued operations disclosure of the identified biomass undertaking given in Note 39.1 above is given below:

44. The Board of Directors of the Company, at their meeting held on 5 November, 2015, has approved the business transfer of one of the Biomass plants of the Company located at Kolhapur at book value by way of slump sale to Orient Green Power (Maharashtra) Private Limited ("OGPML"), a subsidiary of the Company as at 31 March, 2016, subject to all required approvals. As per the approval received from the Board of Directors, subsequent to the completion of the said business transfer of the Kolhapur plant, the Company will also be selling its stake in OGPML to a third party. The Company is in the process of completing the required formalities / obtaining the required approvals in respect of the above transactions. The financial details relating to the Kolhapur Plant which is proposed to be transferred and included as part of the discontinuing operations disclosure of the identified biomass undertaking given in Note 39.1 above are given below:

(i) The loans shall be repaid in one or more installments not later than 31 March 2019 or such other time as the parties may mutually agree upon from time to time. Interest is charged in respect of those subsidiaries which are not wholly owned subsidiaries.

(ii) As at 31 March 2017 and 31 March 2016, there are no parties, firms or companies in which directors are interested as defined under Section 188 of the Companies Act, 2013.

(iii) The above disclosure has been made based on the actual transaction value with out considering the fair valuation, based on the approval given by the Audit Committee.

Note 45 (a): Financial Instruments

(I) Capital Management

The Company manages its capital to ensure that it is able to continue as going concern while maximising the return to the stakeholders through the optimisation of the debt and equity balance. The capital structure of the Company consists of Debt and total equity. The Company is not subject to any externally imposed capital requirement. In order to maintain the capital structure in consistent with others in the industry , the Company monitors capital on the basis of the following gearing ratio.

Gearing Ratio:

(II) Categories of Financial Instruments

(a) Financial Assets

(III) Financial Risk Management Framework

The Company manages financial risk relating to the operations through internal risk reports which analyze exposure by degree and magnitude of risk. These risks include market risk (including currency risk, interest rate risk and other price risk), credit risk and liquidity risk. The Company seeks to minimizes the effects of these risks by using derivative financial instruments to hedge the risk exposures. The use of financial derivatives is governed by the Company''s policies approved by the Audit Committee which provides written principles on foreign exchange risk, interest rate risk, credit risk, the use of financial derivatives and non derivative financial instruments and the investment in excess of liquidity. Compliance with policies and exposure limits is reviewed by the management on a continuous basis.

The Company does not enter into or trade financial instruments including derivative financial instruments for speculative purpose.

(IV) Market Risk

The Company''s activities exposes it primarily to the financial risk of change in foreign currency exchange rates and interest rates. The Company enters into a derivative instruments to manage its exposure to foreign currency risk and interest rate risk including forward foreign exchange contracts to the hedge the exchange rate risk arising on account export of goods.

(V) Foreign Currency Risk Management

The Company undertakes transactions denominated in foreign currencies consequently, exposures to exchange rate fluctuations arises. Exchange rate exposures are managed within approved policy parameters utilizing forward foreign exchange contracts.

(VI) Foreign Currency sensitivity analysis :

The Company is mainly exposed to the currencies of Europe. Sensitivity of profit or loss arises mainly from Euro denominated receivables.

As per management''s assessment of reasonable possible changes in the exchange rate of /- 5% between EUR-INR currency pair, sensitivity of profit or loss only on outstanding foreign currency denominated monetary items at the period end is presented below:

Notes:

1. In management''s opinion, the sensitivity analysis is unrepresentative of the inherent foreign exchange risk because the exposure at the end of the reporting period does not reflect the exposure during the year.

(VII) Liquidity Risk Management :

Ultimate responsibility for liquidity risk management rests with the board of directors, which has established an appropriate liquidity risk management framework for the management of the Company''s short-, medium- and long-term funding and liquidity management requirements. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

Liquidity and Interest Risk Tables :

The following tables detail the Company''s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay. The tables include both interest and principal cash flows.

The following table details the Company''s expected maturity for its non-derivative financial assets. The table has been drawn up based on the undiscounted contractual maturities of the financial assets including interest that will be earned on those assets. The inclusion of information on non-derivative financial assets is necessary in order to understand the Company''s liquidity risk management as the liquidity is managed on a net asset and liability basis.

The amounts included above for variable interest rate instruments for both non-derivative financial assets and liabilities is subject to change if changes in variable interest rates differ to those estimates of interest rates determined at the end of the reporting period.

Note 45 (b) - Fair Value Measurement

This note provides information about how the Company determines fair value of various financial assets and liabilities

(i) Fair value of the Company''s financial assets and financial liabilities that are measured at fair value on a recurring basis

Some of the Company''s financial assets and liabilities are measured at fair value at the end of each reporting period. The following table gives information about how the fair value of these financial assets and liabilities are determined :

(ii) Fair value of financial assets and financial liabilities that are not measured at fair value :

The Company considers that the carrying amount of financial asset and financial liabilities recognized in the financial statements approximate the fair values.

Note: 46. The Company accounts for costs incurred by the Related parties based on the actual invoices/debit notes raised and accruals as confirmed by such related parties. The Related parties have confirmed to the Management that as at 31 March, 2017, there are no further amounts payable to/receivable from them, other than as disclosed above.

Note: 47. An amount of Rs. 12.00 Lakhs was paid as renumeration to Mr. T Shivaraman, Vice chairman for the year ended 31 March 2014. Pursuant to the Company''s application in Form MR2 to Central Government for waiver of the excess remuneration paid by the Company, the authorities asked the Company to provide a shareholders approval for waiver of the excess remuneration paid. The approval of the shareholders was obtained on 14 September 2015 and the same has been informed by the Company to the Central Government, the response for which is awaited.

Note: 48. In the Board Meeting of the Company held on August 11, 2016, Mr. S. Venkatachalam, Managing Director of the Company, has been reappointed for a further period of three years from 23rd September 2016 to 22nd September 2019 under Sections 196, 197, 198, 203 read with Schedule V of the Companies Act 2013 for a total remuneration of Rs. 80 Lakhs per annum. The members of the Company vide postal ballot process held on March 28, 2017 had approved the reappointment and the remuneration, subject to requisite approvals

Note: 49. Theta Management Consultancy Private Limited has pledged 13.5 million shares of the Company held by them in connection with a loan obtained by the Company.

Note: 50. The Company has accounted for Management Services Fee to SVL Limited based on the debit notes raised by SVL Limited in connection with various support/advisory services provided by SVL Limited to the Company during the year ended 31 March 2016 and 2017.

51. Leases

(a) Operating Leases

(i) The Company as lessee

The Company has applied Appendix C to Ind AS 17 ''Leases'' to hiring / service contracts of rigs, vessels, helicopters, etc. to evaluate whether these contracts contains a lease or not. Based on evaluation of the terms and conditions of the arrangements, the Company has evaluated such arrangements to be operating leases.

The financial statements for the year ended March 31, 2017 are the first financial statements prepared by the Company in accordance with Ind AS. For the periods up to and including the year ended March 31, 2016, the Company prepared its financial statement in accordance with the Generally Accepted Accounting Principles in India (previous GAAP).

Accordingly, the Company has prepared financial statements which comply with Ind AS applicable for the year ended March 31, 2017, together with the comparative year data as at and for the year ended March 31, 2016, as described in the summary of significant accounting policies. In preparing these financial statements, the Company prepared the opening balance sheet as at April 1, 2015, being the transition date. Notes below explain the principal adjustments made by the company in restating its previous GAAP financial statements, including the balance sheet as at April 1, 2015 and the financial statements as at and for the year ended March 31, 2016.

52. Notes to Reconciliation

a. Under Previous GAAP, the loans given to group companies were classified as Loans and advances. However on transition to Ind AS, the Company fair valued, the loans given to the group companies and the portion of benefit passed on to the group company by way of subsidized/nil interest has been treated as investment in the nature of equity. Further, the investment in preference shares of subsidiary has been fair valued and interest/dividend receivable thereon has been reclassified as interest receivable (current and non current). Further under previous GAAP, Long term investments were measured at cost less dimunition in value, which is other than temporary. Under Ind AS, these financial assets have been classified as FVTPL. Accordingly, on the date of transition these financial assets were remeasured at the fair value.

b. Under Previous GAAP , the loans given to group companies were disclosed at net carrying amounts. However on transition to Ind AS ,the company fair valued, the loans given to the group companies, considering the tenure and borrowing rate of the Company. Further, the income recognized out of fair valuation of impaired loans has been provided and the net carrying amount has been disclosed in the financials.

c. Under Previous GAAP , interest shall be charged on loans extended to companies other than wholly owned subsidiaries at simple interest. However the company on transition to Ind AS, fair valued the interest receivable in line with the repayment terms of the loan. Further on fair valuation, the company has also recognized interest on loans extended at its borrowing rate. The differential amount arising on fair valuation of interest is treated as investment in the nature of equity.

d. Under Previous GAAP , the processing fee for the term loan facilities have been considered as expense during the year of sanction. Upon transition to Ind AS, the processing fee expensed in earlier years has been brought back and reclassified as a non-current asset and amortized over the loan period in line with the repayment schedule of the corresponding term loan facility.

e. Under Previous GAAP, the capital subsidy received from Ministry of New and Renewable Energy has beed classified as Capital Reserve. Upon transition to Ind AS, the same has been reclassified as a Deferred Income under Non Current Liabilities and the same has been taken to revenue in equal amounts annually over the corresponding power project''s life period.

f. Under Previous GAAP, the loans received from group companies have been disclosed at carrying value. However on transition to Ind AS, the loans have been fair valued considering the terms of the agreement.

g. Under Previous GAAP, interest has been charged to Companies other than wholly owned subsidiaries. However on transition to Ind AS, the loans granted to wholly owned subsidiaries are also fair valued and interest income on the same has been recognized. Further, the company also recognized income out of government grant (refer note f above)

h. Under Previous GAAP, actuarial gains and losses were recognized in profit and loss. Under Ind As, the actuarial gains and losses forming part of remeasurement of net defined benefit liability/ asset which is recognized in other comprehensive income.

i. Under Previous GAAP, the depreciation pertaining to leasehold assets have also been classified under Depreciation expense. On transition to Ind AS, the leasehold assets have been classified as prepaid expenses and the expense earlier recognized as depreciation has been classified under rental expense.

j. Further to note g above, the company under Ind AS recognized interest income on all the group companies including the advances impaired by the company. The interest income recognized on such impaired loans have been provided.

53. The Board of Directors of the Company has reviewed the realizable value of all the current assets and has confirmed that the value of such assets in the ordinary course of business will not be less than the value at which these are recognized in the financial statements. In addition, the Board has also confirmed the carrying value of the non-current assets including long-term investments in the financial statements. The Board, duly taking into account all the relevant disclosures made, has approved these financial statements in its meeting held on May 17, 2017.


Mar 31, 2016

*During the current year ended 31 March, 2016, pursuant to the approval of shareholders at the Extra ordinary General Meeting held on 14 September, 2015, the Company has issued and allotted an aggregate of 171,721,426 Equity shares of Rs.10 each at a price of Rs.14.56 per share (Inclusive of a premium of Rs.4.56 per equity share) on preferential allotment basis to various parties. Such Preferential shares shall rank pari passu in all respects including, as to dividend, with existing fully paid up equity shares of face value of Rs.10 each and shall also be subject to lock-in, in accordance with the provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations. Also Refer Note 38.

(ii) Terms and Rights attached to Equity Shares

(a) The Company has only one class of equity shares having a par value of Rs.10 each. Each shareholder of equity shares is entitled to one vote per share. Dividend proposed by the Board of Directors, if any, is subject to the approval of the Shareholders in the ensuing Annual General Meeting, except in the case of interim dividend. Dividend amounts, if any, will be paid in Indian Rupees.

(b) Repayment of capital will be in proportion to the number of equity shares held.

(i) During the previous year ended 31 March, 2015 the Company had received subsidy granted by the Ministry of New and Renewable Energy (MNRE), Government of India, amounting to Rs.8,850,000 for the Bio Mass projects of the Company. The subsidy amounts were paid by way of adjustment to the loan obtained by the Company from banks for funding these projects. During the current year, such subsidy received from MNRE relating to the Pollachi plant has been transferred to GGPPL consequent to the slump sale executed on 1 July 2015 in accordance with the agreed contractual terms. Refer Note 33.2

(ii) Pursuant to the transition provisions prescribed in Schedule II to the Companies Act, 2013, the Company had fully depreciated the carrying value of assets, where the remaining useful life of the asset was determined to be Nil as on 1 April, 2014, and had adjusted an amount of Rs. 852,182 against the opening surplus balance in the Statement of Profit and Loss under Reserves and Surplus during the previous year.

1 Tamil Nadu Tax on Consumption & Sale of Electricity Act 2003 requires the companies to pay Electricity tax at the specified rates in respect of all the third party sales made. Such levy under the Act was represented by the Indian Biomass Association to the concerned authorities for waiver and the Company had also filed a petition before the Honorable Supreme Court of India disputing the levy. Pending the decision, a liability of Rs.41,435,837 was carried as at 31 March, 2015 on grounds of prudence in respect of third party sales and included as part of statutory remittances payable. Pursuant to the slump sale of the Pollachi Plant to one of the subsidiaries of the Company (GGPPL) and the consequent transfer of the assets and liabilities relating to the plant during the current year ended 31 March 2016, there are no amounts outstanding in this regard in the Company''s books. Also Refer Note 33.2.

2 As at 31 March, 2016 and 31 March, 2015, there are no amounts due and payable to Investor Education and Protection fund.

(i) Subsequent to the Balance Sheet date, out of the above outstanding of Rs.131,515,650, the Company has repaid an amount of Rs. 20,858,890 (including an amount of Rs. 13,300,000 received as subsidy from Ministry of New and Renewable Energy (MNRE), Government of India as an adjustment to the term loan availed with respect to the biomass plant at Kolhapur).

(ii) During the previous year ended 31 March 2015, the Company had obtained reschedulement for repayment of loans borrowed from State Bank of India and the disclosure of the above amounts as at 31 March 2016 and 31 March 2015 have been made duly considering the rescheduled terms.

(iii) Also Refer Note 32

3. Interest Accrued and due on Short-term Borrowings relates to the interest for the month of March 2016 due to be paid on 31 March, 2016, which was remitted by the Company subsequently in April 2016.

4. The Kolhapur plant in Maharashtra, is operated by the Company based on an arrangement with the party. As per the terms of the arrangement, the Company had constructed the plant on the land provided on lease by the party for which the Company is liable to pay nominal rental of '' 1 per month and the Company will own and operate the plant for a period of 13 years after which the plant will be transferred to the party. Details of such assets pertaining to the Kohlapur Plant as at 31 March 2016 and 31 March 2015 are given below. Also Refer Note 33.3.

5 Disposals/transfers includes assets relating to Pollachi plant transferred to GGPPL. Refer Note 33.2

6. All the above assets are owned by the Company. Also Refer Note 33.

13.2 The Kolhapur plant in Maharashtra, is operated by the Company based on an arrangement with the party. As per the terms of the arrangement, the Company has constructed the plant on the land provided on lease by the party for which the Company is liable to pay nominal rental of '' 1 per month and the Company will own and operate the plant for a period of 13 years after which the plant will be transferred to the party. Details of such assets pertaining to the Kohlapur Plant as at 31 March 2015 and 31 March 2014 are given below. Also Refer Note 33.3.

# Includes 35,674,285 shares gifted by Orient Green Power Pte. Singapore.

% Covered by a non disposal undertaking given to banks.

$ Shares have been pledged with a lender, for loans obtained by the subsidiaries.

* 7,885,185 shares have been pledged with the lender for loans obtained by the subsidiary.

& These subsidiaries are wholly owned subsidiaries of the Company.

! Voluntary winding up proceedings have been initiated in respect of Orient Eco Energy Limited during the year ended

31 March, 2015.

Notes:

(i) During the current year ended 31 March 2016, an amount of Rs. 1,219,999,918 has been paid by the Company to Beta Wind Farm Private Limited towards investment in the preference share capital of the said subsidiary.

(ii) During the previous year ended 31 March 2015, the Company had made investments amounting to Rs. 2,973,652 in Equity Shares of Gamma Green Power Private Limited and Rs.14,341,352 in the Equity Shares of Beta Wind Farm Private Limited. Further, the Company had also made investments amounting to Rs. 286,878,264 in the Preference Shares of Beta Wind farm Private Limited.

(iii) During the current year ended 31 March 2016, 15,000,000 shares of Rs.10 each were allotted in favor of the Company pursuant to the slump sale of the pollachi plant to GGPPL - Refer Note 33.2.

(iv) Further to note (iii) above, subsequently, during the current year, the Company has divested its stake to the extent of 26.11% held in Gayatri Green Power Private Limited in favor of the other investors under the Group Captive Generation Scheme at carrying value.

(v) During the current year ended 31 March 2016, an amount of Rs. 500,000 has been invested by the Company in the equity share capital of Biobijilee Green Power Limited (formerly known as SIHL Engineers Private Limited) (BGPL). Consequent to the same, BGPL has become a wholly owned subsidiary of the Company w.e.f June 10,2015. Also Refer Note 33.1

(vi) During the current year ended 31 March 2016, the Company has been allotted Equity Shares of Rs. 100 amounting to Rs. 21,000,000 in Pallavi Power Mines Limited by way of adjusting advance paid earlier towards subscription of shares and also the other party. Consequently, PPML has ceased to be a subsidiary and has become an associate of the Company due to decrease in stake after allotment of shares from 51% to 38.87%.

(vii) During the previous year ended 31 March 2015, the Company had made investments amounting to Rs. 16,443,430 and Rs. 7,862,369 in Equity Shares of Shriram Non-Conventional Energy Private Limited and Shriram Powergen Private Limited respectively and sold shares of Shriram Non-Conventional Energy Private Limited and Shriram Powergen Private Limited amounting to Rs. 16,446,910 and Rs.7,863,409 respectively, as required under the Captive Generation Scheme.

(ii) The amount disclosed as Advance to Other Entities represent amounts paid to Statt Agra Ventures Private Limited and Statt Green Power Private Limited for the purposes of setting up Windmill projects in Srilanka.

(i) The Investment / Borrowing Committee of the Board of Directors of the Company, at their meeting held on 17 November, 2015, has approved the sale of the Company''s stake in Sanjog Sugars and Eco Power Private Limited. The Company is in the process of completing the required formalities / obtaining the required approvals in respect of the aforesaid sale.

(ii) During the current year ended 31 March 2016, the Company has paid an amount of Rs. 2,000 to acquire stake in Orient Green Power (Maharashtra) Private Limited. Pursuant to the same, Orient Green Power (Maharashtra) Private Limited has become a wholly owned subsidiary of the Company. Also Refer Note 33.3

(i) As at 31 March 2016, REC Income Receivable is NIL on account of transfer of Pollachi Unit to GGPPL as part of slump sale executed during the current financial year. Refer Note 33.2.

Notes:

(i) Represents provision made towards investments, loans and advances provided to subsidiaries and other liabilities arising out of undertakings, based on Management assessment.

(ii) As at 31 March, 2016, the Company assessed the operations of the net worth eroded subsidiaries to identify indications of diminution/reduction in the value of the investments. Based on such assessment, the Company identified an amount of Rs. 279,636,157 (Previous Year Rs. 489,844,240) as diminution/reduction in the value of investments in certain subsidiaries and, accordingly, accounted the same under exceptional items for the current year ended 31 March, 2016.

(iii) Further to the above, the Company had also identified an amount of Rs. 588,332,427 (Previous Year Rs. 795,893,757) as provision required in respect of loans/advances provided to such subsidiaries/others and accounted the same under exceptional items for the current year ended 31 March, 2016. Also Refer Note 32(ii).

Note:

(i) The Company has agreed to extend financial support to one of its subsidiaries namely Shriram Powergen Private Limited to the extent needed by the subsidiary.

7. Additional Information to Financial Statements 29.1 Earnings in Foreign Currency - Nil (Previous Year Nil)

8. CIF Value of Imports - Nil (Previous Year Rs. Nil)

9. Management''s assessment of restructuring and carrying value of investments/loans

(i) The Company and its subsidiaries have been facing certain financial difficulties and have not been able to meet their obligations to lenders in time (Refer Note 11.3 of the standalone financial statements). The Management is in discussions with the lenders to restructure the loans and revamp its operations.

Further, as part of its efforts to turn around the operations, as stated in Note 33.1 of the standalone financial statements, the Management is also undertaking a restructuring exercise wherein Bharath Wind Farm Limited, a wholly owned subsidiary is proposed to be Amalgamated with the Company effective 1 April, 2015 and effective 1 October, 2015, the identified Biomass undertaking of the Company is to be demerged to Biobijlee Green Power Limited, which will cease to be a subsidiary of the Company upon the scheme becoming effective, subject to approvals from the Honorable High Court of Judicature at Madras/other stakeholders, which is awaited.

(ii) Some of the biomass plants of the subsidiaries of the Company were not in regular operations during the year and have been incurring continuous losses. The carrying value of the investments and loans in such subsidiaries where net worth is eroded aggregate to Rs. 267,156,326 & Rs. 350,137,309, respectively (net of provisions) as at 31 March, 2016. The Management, taking into account the aforesaid / proposed restructuring referred to in Note 33.1, the future business prospects and the strategic nature of the investments, believes that no further impairment to the investments and loans and advances to such subsidiaries is expected at this stage.

10. Discontinuing Operations

11. During the year, the Board of Directors of the Company, at their meeting held on 13 June, 2015, has approved the Draft Composite Scheme of Arrangement and Amalgamation between Orient Green Power Company Limited and Bharath Wind Farm Limited (BWFL) and Biobijlee Green Power Limited (BGPL) and their respective shareholders (the Draft Scheme) as per which:

(a) BWFL, a wholly owned subsidiary of the Company, will get amalgamated with the Company effective 1 April, 2015 and

(b) the identified biomass undertaking of the Company (including the Unit/Subsidiaries referred to in Notes 33.2 and 33.3 below) will get demerged to BGPL, a subsidiary of the Company, effective 1 October, 2015, subject to the required approvals from the Honorable High Court of Judicature at Madras which are in the process of being obtained. Upon receipt of the approvals, BGPL will cease to be a subsidiary of the Company and will seek necessary approvals to list its shares at the recognized stock exchanges in India. The substance of this demerger arrangement is in the nature of application and reduction of Securities Premium Account as per the provisions of Section 52 of Companies Act, 2013 read with Sections 100 to 103 of the Companies Act, 1956. The details of the identified biomass undertaking, which has been disclosed as discontinuing operations in the standalone financial statements for the year ended 31 March, 2016, are given below:

12. During the current year ended 31 March, 2016, the Company has transferred the Biomass Power Generation Plant of the Company located at Pollachi, by way of a slump sale, on a going concern basis at book value with effect from 1 July, 2015, based on the Business Transfer agreement dated 26 June, 2015 entered into with Gayatri Green Power Private Limited (GGPPL). In accordance with the terms of the transfer, the Net assets transferred to the extent of Rs. 335,379,000 has been settled in the form of Investment by the Company in Equity shares of GGPPL to the extent of Rs. 150,000,000 and the balance amount of Rs. 185,379,000 will be paid by GGPPL in accordance with the timelines agreed between the parties. The financial details relating to the Pollachi Plant which has been transferred and is included as part of the discontinuing operations disclosure of the identified biomass undertaking given in Note 33.1 above is given below:

13. The Board of Directors of the Company, at their meeting held on 5 November, 2015, has approved the business transfer of one of the Biomass plants of the Company located at Kolhapur at book value by way of slump sale to Orient Green Power (Maharashtra) Private Limited ("OGPML"), a subsidiary of the Company as at 31 March, 2016, subject to all required approvals. As per the approval received from the Board of Directors, subsequent to the completion of the said business transfer of the Kolhapur plant, the Company will also be selling its stake in OGPML to a third party. The Company is in the process of completing the required formalities / obtaining the required approvals in respect of the above transactions.

The financial details relating to the Kolhapur Plant which is proposed to be transferred and included as part of the discontinuing operations disclosure of the identified biomass undertaking given in Note 33.1 above are given below:

(i): With respect to the Kolhapur plant, as per the arrangement with the party, with whom an agreement has been entered into by the Company for developing a Co-generation Facility at the party''s sugar mill, the fuel for the generation of the power from the Plant would be supplied by the party''s sugar factory at the cost agreed to between the parties. Out of the generation, a fixed proportion of power has to be supplied free of cost to the party in lieu of the land and other facilities provided by them and the fuel supplied by them based on the agreed rates. The balance units gets sold externally.

Pursuant to the above arrangement, the Company has procured fuel for an amount of Rs. 71,135,370 (an amount of Rs.58,628,008 during 2014-15) from the party and the same has been accounted as part of the purchases during the current year. The units generated and sold externally during the year is 43,854,822 Kwh (5,782,582 Kwh units during 2014-15) units for an amount of Rs. 283,411,581 (an amount of Rs. 34,953,288 during 2014-15) which is included as part of Sale of Power for the Year Ended 31 March 2016. Further, the Company has supplied 12,132,184 Kwh units (7,557,850 Kwh units during 2014-15) of free power to the party which is non-monetary in nature being the extent of units generated and supplied free of cost.

(ii) Based on the assessment of the carrying value of those assets, an amount of Rs. 343,976,597 is recorded as provision towards impairment of assets and has been included as part of the exceptional items disclosed in Note 33.1.

(i). The Company accounts for costs incurred by the Related parties based on the actual invoices/debit notes raised and accruals as confirmed by such related parties. The Related parties have confirmed to the Management that as at 31 March, 2016, there are no further amounts payable to/receivable from them, other than as disclosed above.

(ii) The Company had obtained an approval from Share Holders vide Postal Ballot and also from the Central Government for the remuneration of Mr.S.Venkatachalam, Managing Director for an amount not exceeding Rs. 8,000,020 per annum.

(iii) An amount of Rs. 1,200,000 was paid as remuneration to Mr. T.Shivaraman, Vice-Chairman for the year ended 31 March 2014. Pursuant to the Company''s application in Form MR2 to Central Government for waiver of the excess remuneration paid by the Company, the authorities asked the Company to provide a shareholders’ approval for waiver of the excess remuneration paid. The approval of the shareholders has been obtained on 14 September 2015 and a copy of the same has been submitted by the Company to the Central Government, the response for which is awaited.

(iv) Theta Management Consultancy Private Limited had pledged 13.5 million shares of the Company held by them in connection with a loan obtained by the Company. Also Refer Note 5(i).

(v) The Company has accounted for Management Services Fee to be paid to SVL Limited based on the debit notes raised by SVL Limited in connection with various support/advisory services provided by SVL Limited to the Company during the year ended 31 March 2016.

(vi) SVL Limited has given a letter confirming that they will provide the necessary financial and non-financial support and will not recall the amounts due to them until the repayment to banks/vendors are settled.

(vii) Also Refer Notes 5(ii), Note 9(i), Note 32 and Note 33.1

14. Disclosure required in terms of Clause 13.5A of Chapter XIII on Guidelines for preferential issues, SEBI (Disclosure and Investor Protection) Guidelines, 2000

The Company has received an amount of Rs. 2,500,263,962 towards share application money and the allotment of equity shares was made in the month of September 2015 on completion of required formalities (Refer Note 3(i)). As per the objects of the preferential allotment, the end use of the funds raised was towards meeting the capital expenditure for wind projects being implemented by subsidiaries, meeting working capital requirements, repayment of debt by the company and its subsidiaries and for other corporate purposes. The entire amount of Rs. 2,500,263,962 has been utilized during the year.

15. Segment information has been presented in the Consolidated financial statements as permitted by the Accounting Standard (AS 17) on Segment Reporting as notified under the Companies (Indian Accounting Standards) Rules, 2015. Also refer Note 33.

16. Previous year figures have been regrouped/reclassified, wherever necessary, to correspond to current year disclosure. Also Refer Note 33.

17. The Board of Directors of the Company has reviewed the realizable value of all the current assets and has confirmed that the value of such assets in the ordinary course of business will not be less than the value at which these are recognized in the financial statements. In addition, the Board has also confirmed the carrying value of the non-current assets including long-term investments in the financial statements. The Board, duly taking into account all the relevant disclosures made, has approved these financial statements in its meeting held on 18 May, 2016.

The amount has been adjusted suo-moto by the Income Tax Department with the refund for other financial years. Also Refer Note 11.1 of the standalone financial statements


Mar 31, 2015

1 Corporate Information

Orient Green Power Company Limited (OGPCL) was incorporated in the year 2006 to carry on the business of investment, ownership and operation in renewable energy areas like biomass power, mini hydel, wind power, biogas power and biofuels.

(ii) Terms and Rights attached to Equity Shares

a) The Company has only one class of equity shares having a par value of Rs.10 each. Each shareholder of equity shares is entitled to one vote per share. Dividend proposed by the Board of Directors, if any, is subject to the approval of the Shareholders in the ensuing Annual General Meeting, except in the case of interim dividend. Dividend amounts, if any, will be paid in Indian Rupees.

b) Repayment of capital will be in proportion to the number of equity shares held.

(v) Increase in Authorised Share Capital

During the current year ended 31 March 2015, the Company has increased its Authorised Share Capital from Rs.6,000,000,000 to Rs.8,000,000,000 pursuant to the approval by the Shareholders at their meeting held on 12 August 2014.

Note:

(i) The balance of capital reserve as at 31 March, 2015 represents subsidy granted by the Ministry of New and Renewable Energy (MNRE), Government of India, for two of the Bio Mass projects of the Company. The subsidy amounts were paid by way of adjustment to the loan obtained by the Company from banks for funding these projects. As per the terms of the subsidy, in case the project is not in operation or the project is abandoned for any reason whatsoever and if the banks enforce the security and file application for recovery of their dues, the above subsidy amount shall be refunded.

Notes:

(i) Tamil Nadu Tax on Consumption & Sale of Electricity Act 2003 requires the companies to pay Electricity tax at the specified rates in respect of all the third party sales made. Such levy under the Act has been represented by the Indian Biomass Association to the concerned authorities for waiver and the Company has also filed a petition before the Honourable Supreme Court of India disputing the levy. Pending the decision, a liability of Rs.41,435,837 is carried as at 31 March, 2015 (31 March, 2014 : Rs.29,278,213) on grounds of prudence in respect of third party sales and included as part of statutory remittances payable.

(ii) As at 31 March, 2015 and 31 March, 2014, there are no amount due and payable to Investor Education and Protection fu nd.

(iii) As at 31 March, 2014, the Company had received an amount of Rs.19,899,332 as advance towards the proposed sale of shares held by the Company in two of its subsidiaries namely, Shriram Powergen Private Limited and Shriram Non Conventional Energy Private Limited. During the current year, the Company has sold the shares in respect of the above amounts received.

Notes

(i) There were defaults during the year to the extent of Rs.293,909,702 in respect of principal and interest repayments. Out of the same, an amount of Rs.213,958,569 has been paid by the Company during the year and the balance amount of Rs.79,951,133 of principal and interest is outstanding as at 31 March 2015. Subsequent to the Balance Sheet date, the Company has repaid an amount of Rs.36,540,814 (Previous Year Rs.1 5,782,025).

(ii) During the current year ended 31 March 2015, the Company had obtained reschedulement for repayment of loans borrowed from State Bank of India and the disclosure of the above amounts as at 31 March 2015 have been made duly considering the rescheduled terms.

(i) All the above assets are owned by the Company. Also Refer Notes (ii) and (iii) below.

(ii) The Kolhapur plant in Maharashtra, is operated by the Company based on an arrangement with the party As per the terms of the arrangement, the Company has constructed the plant on the land provided on lease by the party for which the Company is liable to pay nominal rental of Rs.1 per month and the Company will own and operate the plant for a period of 13 years after which the plant will be transferred to the party. Details of such assets pertaining to the Kohlapur Plant as at 31 March 2015 and 31 March 2014 are given below. Also Refer Note 31.

# Includes 35,674,285 shares gifted by Orient Green Power Pte. Singapore.

% Covered by a non disposal undertaking given to banks.

$ Shares have been pledged with a lender, for loans obtained by the subsidiaries.

* 7,885,185 shares have been pledged with the lender for loans obtained by the subsidiary.

& These subsidiaries are wholly owned subsidiaries of the Company.

^ During the current year the Company has been converted into private limited company under Companies Act, 2013.

! Voluntary winding up proceedings have been initiated in respect of Orient Eco Energy Limited during the year ended 31 March, 2015.

Notes:

(i) During the current year ended 31 March 2015, the Company has divested the entire equity stake in its wholly owned subsidiary Theta Wind Farm Private Limited for a sale consideration of Rs.100,000 at par. Further, the amount of Rs.14,125,000 provided to the subsidiary as loan in the past has also been recovered as part of the said divestment. There was no Profit or Loss on account of the said divestment.

(ii) During the current year ended 31 March 2015, the Company has been alloted Equity Shares of Rs.100 amounting to Rs.4,000,000 in Pallavi Power Mines Limited by way of adjusting advance paid earlier towards subscription of shares.

(iii) During the current year ended 31 March 2015, the Company has made investments amounting to Rs.2,973,652 in Equity Shares of Gamma Green Power Private Limited and Rs.14,341,352 in the Equity Shares of Beta Wind Farm Private Limited. Further, the Company has also made investments amounting to Rs.286,878,264 in the Preference Shares of Beta Windfarm Private Limited.

(iv) During the current year ended 31 March 2015, the Company has made investments amounting to Rs.16,443,430 and Rs.7,862,369 in Equity Shares of Shriram Non-Conventional Energy Private Limited and Shriram Powergen Private Limited respectively and sold shares of Shriram Non-Conventional Energy Private Limited and Shriram Powergen Private Limited amounting to Rs.16,446,910 and Rs.7,863,409 respectively, as required under the Captive Generation Scheme.

(v) During the previous year ended 31 March 2014, the Company had invested in Cumulative Redeemable 6% shares of Rs.10 each for a total amount of Rs.7,135,451,463 in Beta Windfarm Private Limited pursuant to the allotment of the Advance Money paid to them towards subscription of shares. The preference shares are redeemable within a period of 12 years.

(vi) During the previous year ended 31 March 2014, the Company had made investments amounting to Rs.41,748,800 in Equity Shares of PSR Green Power Projects Private Limited, Rs.20,930,355 in Equity Shares of Gamma Green Power Private Limited, Rs.173,850,000 in Equity Shares of Beta Windfarm Private Limited and Rs.160,000,000 in Equity Shares of Amrit Environmental Technologies Private Limited.

(ii) The Company had, in its capacity as corporate guarantor, placed an amount of Rs.175,515,500 as at 31 March, 2014 with Export Import Bank of India (EXIM Bank) towards the outstanding financial commitments to Exim Bank for one of the step down subsidiaries of the Company, namely Vjetroelektrana Crno Brdo. d.o.o, Croatia. During the current year, the above amount paid to EXIM Bank has been adjusted by EXIM Bank towards the loan obtained by the step down subsidiary. The Company has converted the above amount as a foreign currency loan provided to its Wholly Owned Subsidiary, Orient Green Power (Europe) BV, which is the Holding Company of the Vjetroelektrana Crno Brdo. d.o.o, Croatia. Refer Note 15 (c).

Note:

(i) An amount of Rs.79,744,560 is accrued towards REC Income Receivable as at 31 March 2015 which is expected to be realised within the validity period, duly considering the applicable regulatory provisions, based on the Management''s Assessment. An amount of Rs.46,000,000 has been classified as Long-Term (As at 31 March 2014- Rs. Nil) and balance of Rs.33,744,560 as Other Current Asset (As at 31 March 2014- Rs.53,635,890).

Notes:

(i) During the previous year ended 31 March, 2014, the Company divested its stake to the extent of 26% held in two of its wholly owned subsidiaries namely, Shriram Non Conventional Energy Private Limited and Shriram Powergen Private Limited in favour of other investors as required under the Captive Generation Scheme. An amount of Rs.1,248,000 being the net gain on sale of these investments was included as Exceptional Item in the Statement of Profit and Loss for the previous year ended 31 March, 2014.

(ii) As at 31 March, 2015, the Company assessed the operations of the subsidiaries which were held as long-term investments, duly taking into account factors such as the erosion in net worth, the plant condition, the status of operations, future projections etc to identify indications of diminution, other than temporary, in the value of the investments. Based on such assessment, the Company identified an amount of Rs.772,403,719 (Previous Year Rs.470,000,000) as diminution in the value of investments in certain subsidiaries as other than temporary and, accordingly, accounted the same under exceptional items in the Statement of Profit and Loss for the current year ended 31 March, 2015.

Further to the above, the Company had also identified an amount of Rs.795,893,757 (Previous Year Rs.275,955,330) as provision required in respect of loans/advances provided to such subsidiaries/others and accounted the same under exceptional items for the current year ended 31 March, 2015.

2 Contingent Liabilities and Commitments Amount in Rs.

Particulars As at 31 March, As at 31 March, 2015 2014

(i) Contingent liabilities

(a) Income Tax Demands against which the Company has gone on Appeal

Note: The Company expects a favourable decision with 26,201,250 26,201,250 respect to the above based on profess ional advice and, hence, no provision for the same has been made.

(b) Corporate Guarantees provided for subsidiaries / 21,628,000,000 20,738,600,000 step down subsidiaries

(c) Counter Guarantees provided to Banks 3,250,000 2,850,000

(ii) Commitments

(a) Estimated amount of contracts remaining to be executed on capital account and not provided for

- Tangible assets (Net of Advances) - 132,677,410

3 Additional Information to Financial Statements

3.1 Earnings in Foreign Currency - Nil (Previous Year Nil)

3.2 CIF Value of Imports - Nil (Previous Year Rs. Nil)

Pursuant to the transition provisions prescribed in Schedule II to the Companies Act, 2013, the Company has fully depreciated the carrying value of assets, where the remaining useful life of the asset was determined to be Nil as on 1 April, 2014, and has adjusted an amount of Rs.852,182 against the opening surplus balance in the Statement of Profit and Loss under Reserves and Surplus.

The depreciation expense in the Statement of Profit and Loss for the year ended 31 March, 2015 is higher by Rs.6,624,368 consequent to the change in the estimated useful life of the assets.

4 Sale of Power from Kolhapur Plant

The Kohlapur Plant of the Company commenced commercial operations during the current year. As per the arrangement with the party (Also Refer Note 13(ii)) with whom an agreement has been entered into by the Company for developing a Co-generation Facility at the party''s sugar mill, the fuel for the generation of the power from the Plant would be supplied by the party''s sugar factory at the cost agreed to between the parties. Out of the generation, a fixed proportion of power has to be supplied free of cost to the party in lieu of the land and other facilities provided by them and the fuel supplied by them based on the agreed rates. The balance units gets sold externally.

Pursuant to the above arrangement, the Company has procured fuel for an amount of Rs.58,628,008 from the party and the same has been accounted as part of the purchases during the current year. The units generated and sold externally during the year is 5,782,582 Kwh units for an amount of Rs.34,953,288 which is included as part of Sale of Power for the Year Ended 31 March 2015. Further, the Company has supplied 7,557,850 Kwh units of free power to the party which is non-monetary in nature being the extent of units generated and supplied free of cost.

4 Employee Benefits

4.1 Defined Contribution Plans

The Company makes Provident Fund and Employee State Insurance Scheme contributions which are defined contribution plans, for qualifying employees. Under the Scheme, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The Company recognised Rs.5,780,759 (Previous Year Rs.5,665,215) for Provident Fund contributions and Rs.11,604 (Previous Year Rs.14,649) for Employee State Insurance scheme contributions in the Statement of Profit and Loss. The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.

4.2 Defined benefits plans

The Company''s obligation towards Gratuity is a Defined Benefit Plan. The Company has not funded its gratuity liability and the same continues to remain unfunded as at 31 March 2015. The following table sets out the Gratuity scheme and the amount recognised in the financial statements as per the Actuarial Valuation done by an Independent Actuary;

Notes:

(i) The estimate of future salary increase takes into account inflation, likely increments, promotions and other relevant factors.

(ii) Discount rate is based on the prevailing market as applicable for risk free investment as at the Balance Sheet date for the estimated term of the obligation.

Notes:

(i) The loans shall be repaid in one or more installments not later than 31 March 2019 or such other time as the parties may mutually agree upon from time to time. Interest is charged in respect of those subsidiaries which are not wholly owned subsidiaries.

(ii) As at 31 March 2015 and 31 March 2014, there are no parties, firms/companies in which directors are interested as defined under Section 188 of the Companies Act, 2013, as represented by the Management.

Notes:

(i) . The Company accounts for costs incurred by the Related parties based on the actual invoices/debit notes raised and accruals as confirmed by such related parties. The Related parties have confirmed to the Management that as at 31 March, 2015, there are no further amounts payable to/receivable from them, other than as disclosed above.

(ii) . The Company has obtained an approval from Share Holders vide Postal Ballot and also from the Central Government for the remuneration of Mr.S.Venkatachalam, Managing Director for an amount not exceeding Rs.8,000,020 per annum.

(iii) . The Company has obtained approval from Share Holders vide Postal Ballot for the remuneration of Mr. T.Shivaraman, Vice- Chairman for an amount not exceeding Rs.1,200,000 per annum for the year ended 31 March 2014. The Company is in the process of obtaining the required approvals including the Central Government Approval.

(iv) . Theta Management Consultancy Private Limited has pledged 13.5 million shares of the Company held by them in connection with a loan obtained by the Company. Also Refer Note 5(i).

(v) . The Company has accounted for Management Services Fee to be paid to SIHL based on the debit notes raised by SIHL in connection with various support/advisory services provided by SIHL to the Company during the year ended 31 March 2015.

(vi) . Also Refer Notes 5(ii),19(ii), 28(ii) and 4 0 (i).

5 Investments and Loans relating to certain Subsidiaries

The Company has made investments aggregating to Rs.411,664,726 (Net) in Five Indian subsidiary companies and has also provided loans aggregating to Rs.772,705,393 (Net) as at 31 March, 2015 to these subsidiaries, whose net worth has been fully eroded as at 31 March, 2015, as per the audited financial statements of these entities.

In the opinion of the Management, no adjustment to the carrying values of the aforesaid investment and loans is considered necessary in view of the continuing plant operations and expected higher cash flows based on future business projections and the strategic nature of these investments.

6 Subsequent Events

(i) Subsequent to year end, the Company at its Board of Directors meeting held on 27 May 2015, consequent to certain developments, has finally approved to hive off the biomass power generation plant located in Pollachi by way of a slump sale to Gayatri Green Power Private Limited, a wholly owned subsidiary of the Company, either for cash or by acquisition of shares of the entity at a value to be mutually determined between the parties, based on the enabling approvals obtained from the Shareholders in May 2014.

(ii) Subsequent to year end, the Company, at its Board of Directors meeting held on 7 May 2015, has approved further issue of securities upto Rs.5,000 Million through domestic/international offerings by way of Foreign Currency Convertible Bonds (FCCBs) and any other instruments to identified parties. The Company is in the process of obtaining the required approvals including Shareholders approvals in respect of the same.

7 Segment information has been presented in the Consolidated financial statements as permitted by the Accounting Standard (AS 1 7) on Segment Reporting as notified under the Companies (Indian Accounting Standards) Rules, 2015.

8 The Board of Directors of the Company has reviewed the realisable value of all the current assets and has confirmed that the value of such assets in the ordinary course of business will not be less than the value at which these are recognized in the financial statements. In addition, the Board has also confirmed the carrying value of the non- current assets including long-term investments in the financial statements. The Board, duly taking into account all the relevant disclosures made, has approved these financial statements in its meeting held on 27 May, 2015.


Mar 31, 2014

1. Contingent Liabilities and Commitments

Amount in Rs.

Particulars As at 31 March, 2014 As at 31 March, 2013

(i) Contingent liabilities

(a) Income Tax Demands against which the 26,201,250 26,201,250 Company has gone on Appeal Note: The Company expects a favourable decision with respect to the above based on professional advice and, hence, no provision for the same has been made.

(b) Corporate Guarantees provided for 20,738,600,000 20,738,600,000 subsidiaries/step down subsidiaries

(c) Counter Guarantees provided to Banks 2,850,000 2,850,000

(ii) Commitments

(a) Estimated amount of contracts remaining to be executed on capital account and not provided for

- Tangible assets (Net of Advances) 132,677,410 82,400,000

2.CIF Value of Imports - Nil (Previous Year Rs. Nil)

3. Preferential Allotment

During the previous year ended 31 March, 2013 the Company had received an amount of Rs.1,500,000,000 towards share application money and the allotment of equity shares was made on 6 April, 2013 on completion of required formalities. As per the objects of the preferential allotment, the end use of the funds raised is to meet the cost overrun in the 300 MW wind project, long term working capital needs and retirement of high cost debts. The balance amount remaining unutilised as at 31 March, 2014 and 31 March, 2013 on this account is Rs.26,339. (Also Refer Note 3(vi)).

c) As per the original objects of utilisation mentioned in the prospectus, the total amount to be utilised towards "Funding of subsidiaries for repayment of existing loans" was Rs.1,481,950,000. Subsequently the Company has obtained the shareholders approval through postal ballot to change the objects of the IPO to the extent of Rs.4,202,000 for Funding of Subsidiaries for development of biomass and wind projects instead of the original intended object of Funding of Subsidiaries for repayment of existing loans.

4. Employee Benefits

5. The Company makes Provident Fund contributions for qualifying employees. Under the Scheme, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The Company recognised Rs.5,665,215 (Previous Year Rs.3,817,944) for Provident Fund contributions in the Statement of Profit and Loss. The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.

6. Defined Benefits plans

The Company''s obligation towards Gratuity is a Defined Benefit Plan. The Company has not funded its gratuity liability and the same continues to remain unfunded as at 31 March 2014. The following table sets out the Gratuity scheme and the amount recognised in the financial statements as per the Actuarial Valuation done by an Independent Actuary;

(i) The Company accounts for costs incurred by the Related parties based on the actual invoices/debit notes raised and accruals as confirmed by such related parties. The Related parties have confirmed to the Management that as at 31 March, 2014, there are no further amounts payable to/receivable from them, other than as disclosed above.

(ii) The Ministry of Corporate Affairs had approved remuneration for Mr. P.Krishna Kumar, erstwhile Managing Director for an amount not exceeding Rs.7,500,000 per annum. The said approval was valid for the period from 4 June 2011 to 3 June 2014.

(iii) The Company has obtained an approval from Share Holders vide Postal Ballot for the remuneration of Mr.S.Venkatachalam, Managing Director for an amount not exceeding Rs.8,000,020 per annum. The Company is in the process of obtaining the required approvals including the Central Government Approval.

(iv) The Company has obtained approval from Share Holders vide Postal Ballot for the remuneration of Mr. T.Shivaraman, Vice-Chairman for an amount not exceeding Rs.1,200,000 per annum. The Company is in the process of obtaining the required approvals including the Central Government Approval.

(v) Theta Management Consultancy Services Private Limited has pledged 13.5 million shares of the Company held by them in connection with a loan obtained by the Company. Also Refer Note 5(i).

(vi) The Company has accounted for Management Services Fee to be paid to SIHL based on the debit notes raised by SIHL in connection with various support/advisory services provided by SIHL to the Company during the year ended 31 March 2014.

(vii) Also Refer Note 18(ii) and Note 39(i).

7. Investments and Loans relating to certain Subsidiaries

The Company has made investments aggregating to Rs.879,448,273 (Net of provision) in five Indian subsidiary companies and has also provided loans aggregating to Rs.1,831,729,333 as at 31 March, 2014 to these subsidiaries, whose net worth has been fully eroded as at 31 March, 2014, as per the audited financial statements of these entities.

In the opinion of the Management, no additional provision/adjustment to the above is considered necessary in view of the gestation period required for break even, committed power supply arrangements on hand and in pipeline, plant condition as assessed by the technical team, expected higher cash flows based on future business projections and the strategic nature of these investments.

8. Subsequent Events

(i) Subsequent to the Balance Sheet date, the Board of Directors of the Company, at their meeting held on 5 April 2014, with a view to stabilise and improve the operations, has decided to hive off the biomass power generation plant located in Pollachi by way of a slump sale to Gayathri Green Power Limited, a wholly owned subsidiary of the Company, either for cash or by acquisition of shares of the entity. Subsequently, this proposed transfer has also been approved by the shareholders of the Company vide postal ballot. The Company is in the process of completing the other formalities and obtaining all the required approvals.

(ii) Subject to all the required clearances, the Board of Directors, at their meeting held on 28 May, 2014, has approved, the proposal to dispose of the investments in one of its subsidiaries, namely, Amrit Environmental Technologies Private Limited, with a view to channelise and focus the Company''s efforts on more viable plants/operations.

9. Segment information has been presented in the Consolidated financial statements as permitted by the Accounting Standard (AS 17) on Segment Reporting as notified under the Companies (Accounting Standards) Rules, 2006.

10. Previous year''s figures have been regrouped/reclassified, wherever necessary, to correspond with the current year classification/disclosure.

11. The Board of Directors of the Company has reviewed the realisable value of all the current assets and has confirmed that the value of such assets in the ordinary course of business will not be less than the value at which these are recognized in the financial statements. In addition, the Board has also confirmed the carrying value of the non-current assets including long-term investments in the financial statements. The Board, duly taking into account all the relevant disclosures made, has approved these financial statements in its meeting held on 28 May, 2014.


Mar 31, 2013

1 Corporate information

Orient Green Power Company Limited (OGPCL) was incorporated to carry on the business of investment, ownership and operation in renewable energy areas like biomass power, mini hydel, wind power, biogas power and biofuels.

2.1. Tamil Nadu Tax on Consumption & Sale of Electricity Act 2003 requires the companies to pay Electricity tax at the specified rates in respect of all the third party sales made. Such levy under the Act has been represented by the Indian Biomass Association to the concerned authorities for waiver and the Company has also filed a petition before the Honourable Supreme Court of India disputing the levy. Pending the decision, a provision of Rs.1 6,643,820 (31 March, 2012: Nil) has been made on grounds of prudence in respect of third party sales made during the year and included as part of statutory remittances payable.

2.2 The Company has defaulted in repayment of Long term secured loans and interest in respect of the following amounts included underCurrent maturities of long-term debt and Interest accrued and due on Long term borrowings in Note 1 1:

Note 3 Contingent liabilities and commitments

(to the extent not provided for) Amount in Rs.

Note Particulars As at 31 March, 2013 As at 31 March, 2012

(i) Contingent liabilities

(a) Income Tax Demands against which the Company has gone on Appeal (Refer Note 27.1 below) 26,201,250 -

(b) Corporate Guarantees provided for subsidiaries 20,738,600,000 21,098,400,000

(c) Counter Guarantees provided to Banks 2,850,000 2,850,000

(ii) Commitments

(a) Estimated amount of contracts remaining to be executed on capital account and not provided for Tangible assets 82,400,000 1,839,000,000

4.1 Managements Assessment:

The Company expects a favourable decision with respect to the above disputed demands / claims based on professional advice and, hence, no provision for the same has been made.

Note 5 Share application money pending allotment

The Company has received an amount of Rs.1,500,000,000 towards share application money and the allotment of equity shares was made on 6 April, 2013 on completion of required formalities. As perthe objects ofthe preferential allotment, the end use of the funds raised is to meet the cost overrun in the 300 MW wind project, long term working capital needs and retirement of high cost debts. The balance amount remaining unutilised as at 31 March, 2013 on this account isRs.26,339.

Note 6 Utilization of IPO Proceeds

a) Ofthe funds raised through the IPO in FY2010-11, the Company has utilized Rs.8,789,934,824 (Previous year: Rs.8,61 7,294,657) towards various objects ofthe issue as detailed below:

b) Pending utilization of the full proceeds of the issue, the funds are temporarily invested / held in :

c) Change in objects of the issue

As per the original objects of utilisation mentioned in the prospectus, the total amount to be utilised towards Construction and development of biomass projects wasRs.607,570,000. This amount included Rs.483,970,000 relating to the proposed projects to be set up in Amritsar, Patiala and Vellore. The Company had also paid an amount of Rs.470,000,000 in respect of the same to EPC contractors as advance towards construction of the plants at the said locations which was included under utilisation of proceeds for construction and development of biomass projects as at 31 March 2012.

During the current year ended March 31,2013, the Company has obtained the shareholders approval through postal ballot on March 26, 2013 to change the objects of the IPO consequent to the delays in the implementation of the said biomass projects and to decide on not proceeding with these projects and instead using the amounts originally earmarked for construction and development of biomass projects in the 300 MW wind project in its subsidiary companies. Accordingly, the amounts advanced towards the projects in Amritsar, Patiala and Vellore as aforesaid has been brought back and deployed for funding of subsidiaries for development of biomass and wind projects as at 31 March, 2013. Also Refer Note 26(iii).

Note 7. Employee Benefits

7.1 The Company makes Provident Fund contributions for qualifying employees. Under the Scheme, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The Company recognised Rs.3,817,944 (Previous YearRs.2,898,801) for Provident Fund contributions in the Statement of Profit and Loss. The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.

7.2 Defined benefit plans

The Company''s obligation towards Gratuity is a Defined Benefit Plan. The Company has notfunded its gratuity liability and the same continues to remain unfunded as at 31 March 2013. The following table sets out the Gratuity scheme and the amount recognised in the financial statements as per the Actuarial Valuation done by an Independent Actuary;

7.3 Compensated absences

The Company has accounted for an amount Rs.4,105,976 (As at 31 March 2012 Rs.2,427,357) as Long term provision for compensated absences (Note 8) and Rs.3,052,352 (As at 31 March 2012 Rs. Nil) as Short Term provision for compensated absences in accordance with its accounting policy. The key assumptions, as provided by the independent actuary, used in the computation of provision for long term compensated absences are as given below:

Note 8 Disclosure as per Clause 32 of the listing agreements with the Stock Exchanges Loans and advances in the nature of loans given to subsidiaries, associates, firms/companies in which directors are interested are given below:

Note 9 Leases

(a) Operating leases:

The Company has operating lease arrangements primarily for office, the lease period of which is about 3 to 5 years. An amount of Rupees 1 7,242,882 (Previous Year Rupees 11,299,374) has been towards lease rental and other charges. The future expected minimum lease payments under operating leases are as given below:

Note 10

Consequent to the receipt of the proceeds pursuant to the preferential issue, the Company has allotted 10,00,00,000 equity shares to Shriram Industrial Holdings Limited (Formerly Shriram Industrial Holdings Private Limited) (SIHL) on 6 April, 2013 resulting in SIHL holding 17.60% shares in the post preferential issue capital of the Company. Further, Company has entered into a Master Framework Agreement dated 22 February, 2013 and amendment dated 2 April, 2013 with SIHL and Shriram EPC (Singapore) PTE Limited, as per which the shares held by Shriram EPC (Singapore) PTE Limited in Orient Green Power PTE Limited, Singapore, the Company''s Holding Company, is proposed to be bought by SIHL. This transaction has triggered an open offer pursuant to the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 2011. SIHL has acquired 7,12,69,846 equity shares of face value of Rs.10 each, constituting 12.55% of the revised paid-up equity share capital of the Company, pursuant to the said open offer made to the public shareholders and is in the process of completing the formalities of the Open Offer.

Note 11

Segment information has been presented in the Consolidated financial statements as permitted by the Accounting Standard (AS 17) on Segment Reporting as notified underthe Companies (Accounting Standards) Rules, 2006.

Note 12

Previous year''s figures have been regrouped/reclassified, wherever necessary, to correspond with the current year classification/disclosure.

Note 13

The Board of Directors of the Company has reviewed the realisable value of all the current assets and has confirmed that the value of such assets in the ordinary course of business will not be less than the value at which these are recognized in the financial statements. In addition, the Board has also confirmed the carrying value of the non-current assets including long- term investments in the financial statements. The Board, duly taking into account all the relevant disclosures made, has approved these financial statements in its meeting held on 30 May, 2013


Mar 31, 2012

1. Amount in Rs.

Note Particulars As at Mar31,2012 As at Mar31, 2011

Contingent liabilities and commitments (to the extent not provided for)

(i) Contingent liabilities

(a) Guarantees

- Corporate Guarantees to subsidiaries 21,09,84,00,000 24,81,44,00,000

- Bank 28,50,000 6,28,50,000

(ii) Commitments

(a) Estimated amount of contracts remaining to be executed on capita! account and not provided for Tangible assets 1,83,90,00,000 1,37,13,69,318

2. Initial Public Offer

a) During the previous year, the company issued and allotted 1 9,1 4,89,361 Equity Shares of Rs.1 0 each at a premium of Rs.37/- per share aggregating to Rs.8,99,99,99,967 through an initial public offer(IPO). Consequently the paid up Equity share Capital and Share Premium has increased by Rs.1,91,48,93,610/- and Rs.7,08,51,06,357/- respectively on 5th October 2010. The Equity Shares of the Company were listed and admitted for trading on The Bombay Stock Exchange Limited (BSE) and The National Stock Exchange of India Limited (NSE) with effect from 8th October 2010.

b) Expenses of Rs.37,60,13,629 incurred in connection with the IPO have been adjusted against Securities Premium Account.

c) Of the funds raised through the IPO, the Company has utilized Rs.8,61,72,94,657 (Previous year: Rs.6,1 6,98,09,328) towards various objects of the issue as detailed below :

Note 3. Segment Reporting

The entire operations of the company relates to only one segment, viz "Power Generation"


Mar 31, 2011

A. Nature of Company operations

Orient Green Power Company Limited (OGPCL) was incorporated on December 6, 2006 to carry on the business of investment, ownership and operation in renewable energy areas like biomass power, mini hydel, wind power, biogas power and biofuels.

b. Initial Public Offer

i) During the year, the company issued and allotted 191,489,361 Equity Shares of Rs.10 each at a premium of Rs.37/- per share aggregating to Rs.8,999,999,967 through an initial public offer(IPO).Consequently the paid up Equity share Capital and Share Premium has increased by Rs.1,91 4,893,6 10/- and Rs.7,085,106,357/- respectively on 5th October 2010. The Equity Shares of the Company were listed and admitted for trading on The Bombay Stock Exchange Limited (BSE) and The National Stock Exchange of India Limited (NSE) with effect from 8th October 2010.

ii) Expenses of Rs.376,013,629 incurred in connection with the IPO have been adjusted against Securities Premium Account.

The company would ensure consistent and timely availability of the issue proceeds so temporarily used, to meet the estimated fund requirements stated above.

c. Based on the information available with the Company and relied upon by the auditors, there are no dues outstanding to Micro and Small Enterprises as defined under Micro, Small and Medium Enterprises Development Act, 2006 for more than 45 days.

d. OGPCL has granted advances / loans to its subsidiaries and group companies for the purpose of carrying on operations, based on the business needs and exigencies of those companies. Some of these advances / loans are interest free. However in the opinion of the management, all these loans advances (including the interest free loans) are conducive to the interest and development of the business of the group and hence are not prejudicial to the interests of the company.

Amount in Rs.

e. Contingent Liabilities

Particulars As at 31-03-2011 As at 31-03-2010

Corporate Guarantees 24,814,400,000 1,114,800,000

Bank Guarantees 62,850,000 5,500,000

Remuneration above does not include gratuity and compensated absences, since the same is computed actuarially for all the employees and the amount attributable to the managerial personnel cannot be ascertained separately.

j. Disclosure required under Accounting Standard No.l5(R), "Employee Benefits"

k. Related Party Disclosures required under Accounting Standard No. 1 8 "Related Parties".

l. Taxation

In view of the Taxable profits for the financial year 2010-11, computed in accordance with provisions of Income Tax Act, 1961, being lower than the Book profits, provision for Minimum Alternate Tax has been made. However in the absence of convincing evidence that the company will have taxable income under normal provisions, against which MAT Credit will be realized, MAT Credit entitlement amounting to Rs. 14,600,000 has not been recognized in the books.

The company has reviewed its deferred tax assets and liabilities as at the Balance Sheet date. Deferred Tax Asset on unabsorbed depreciation and carry forward losses has been recognized to the extent of deferred tax liability arising mainly on account of depreciation.

m. Segmental reporting

The entire operations of the company relate to only one Segment, viz "Power Generation".

n. Earnings pershare

For the purpose of computing the earnings per share, the net Profit/(Loss) after tax has been used as the numerator and the weighted average numbers of shares outstanding has been considered, as the

o. Previous year figures have been reclassified wherever necessary to conform to current years classification denominator.

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